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EX-32 - CERTIFICATION - BI-OPTIC VENTURES INCex32b.htm
EX-32 - CERTIFICATION - BI-OPTIC VENTURES INCex32a.htm
EX-31 - CERTIFICATION - BI-OPTIC VENTURES INCex31b.htm
EX-31 - CERTIFICATION - BI-OPTIC VENTURES INCex31a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 10-Q


[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES ACT OF 1934


For the quarterly period ended August 31, 2015


[ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES ACT OF 1934

For the transition period from ________ to ________


Commission file number: 000-49685


Bi-Optic Ventures Inc.

(Exact name of registrant as specified in its charter)



British Columbia, Canada

N/A

(Jurisdiction of Incorporation/Organization)

(IRS Tax ID No.)


1030 West Georgia Street #1518, Vancouver, British Columbia, Canada  V6E 2Y3

(Address of principal executive offices)


Issuer’s Telephone Number: 604-689-2646


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes XXX   No ____


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ___    No XXX


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange:


Large accelerated filer [ ]                     Accelerated filer        [ ]

Non-accelerated filer   [ ]                    Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes XXX   No ___


Indicate the number of shares outstanding of each of the issuer's classes of common stock as of 10/14/2015: 12,842,009 Common Shares w/o par value




1



PART I – FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS





BI-OPTIC VENTURES INC.

Condensed Financial Statements

Six Months Ended August 31, 2015

(Expressed in Canadian dollars)

(unaudited)




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BI-OPTIC VENTURES INC.

Condensed Balance Sheets

(expressed in Canadian dollars)


 

August 31,

February 28,

 

2015

$

2015

$

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

112,906

208,475

Amounts receivable

2,321

3,650

Prepaid expenses and deposits (Note 3)

24,192

68,400

 



Total Current Assets

139,419

280,525

 



Property and equipment (Note 4)

1,074

1,251

 



Total Assets

140,493

281,776

 



Liabilities and Stockholders’ Equity



 



Current Liabilities



 



Accounts payable

34,389

44,710

Due to related parties (Note 5)

7,950

 



Total Liabilities

42,339

44,710

 






Going Concern (Note 1)



Subsequent Event (Note 7)



 



Stockholders’ Equity



 



Common stock: unlimited common shares authorized without par value: 12,842,009 shares issued and outstanding

5,901,188

5,901,188

 



Deficit

(5,803,034)

(5,664,122)

 



Total Stockholders’ Equity

98,154

237,066

 



Total Liabilities and Stockholders’ Equity

140,493

281,776





(The accompanying notes are an integral part of these condensed financial statements)



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BI-OPTIC VENTURES INC.

Condensed Statements of Operations

(expressed in Canadian dollars)

(Unaudited)


 

Three months ended

August 31,

Three months ended

August 31,

Six months ended

August 31,

Six months ended

August 31,

 

2015

2014

2015

2014

 

$

$

$

$

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

Amortization

89

125

177

249

Consulting and management fees (Note 5)

7,500

9,125

62,211

18,250

Office, rent and telephone (Note 5)

18,848

8,793

30,284

16,580

Professional fees (Note 5)

14,980

16,912

40,012

30,137

Transfer agent and regulatory fees

3,852

7,077

6,228

8,669

Travel and promotion

2,096

8,226

 

 

 

 

 

Total Expenses

45,269

44,128

138,912

82,111

 

 

 

 

 

Loss Before Other Expense

(45,269)

(44,128)

(138,912)

(82,111)

 

 

 

 

 

Other Expense

 

 

 

 

 

 

 

 

 

Loss on settlement of related party debt (Note 5)

(197,697)

 

 

 

 

 

Net Loss

(45,269)

(44,128)

(138,912)

(279,808)

 

 

 

 

 

Net Loss Per Share, Basic and Diluted

(0.01)

(0.01)

 





Weighted Average Shares Outstanding

12,842,009

28,420,135

12,842,009

26,786,982





























(The accompanying notes are an integral part of these condensed financial statements)



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BI-OPTIC VENTURES INC.

Condensed Statements of Cash Flows

(expressed in Canadian dollars)

(Unaudited)


 

Six months

ended

August 31,

Six months

ended

August 31,

 

2015

2014

 

$

$

 

 

 

Operating Activities

 

 

 

 

 

Net loss

(138,912)

(279,808)

 



Adjustments to reconcile net loss to net cash used in operating activities:



Amortization

177

249

Loss on settlement of related party debt

197,697

 



Changes in operating assets and liabilities:



Amounts receivable

1,329

(696)

Prepaid expenses and deposits

44,208

(2,404)

Accounts payable and accrued liabilities

(10,321)

8,126

Due to related parties

7,950

44,100

 



Net Cash Used in Operating Activities

(95,569)

(32,736)

 



Financing Activities



 



Bank overdraft

506

Proceeds from related parties

136,190

Repayment to related parties

(103,960)

 



Net Cash Provided by Financing Activities

32,736

 



Decrease in Cash

(95,569)

 



Cash, Beginning of Period

208,475

 



Cash, End of Period

112,906

 



Non-cash Investing and Financing Activities:



Shares issued to settle related party debt

593,093

 



Supplemental Disclosures:



Interest paid

Income tax paid


















(The accompanying notes are an integral part of these condensed financial statements)



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BI-OPTIC VENTURES INC.

Notes to the Condensed Financial Statements

August 31, 2015

(expressed in Canadian dollars)

(unaudited)



1.  Basis of Presentation

The accompanying financial statements of Bi-Optic Ventures Inc. (the “Company”) should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at August 31, 2015, the Company has no source of revenue and has accumulated losses of $5,803,034 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


2.  Significant Accounting Policies

(a)

Comprehensive Loss

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at August 31, 2015 and February 28, 2015, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

(b)

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


3.  Prepaid Expenses and Deposits


 

August 31,

2015

$

February 28,

2015

$

 

 

 

Consulting fees

30,000

Management fees (Note 5(c))

10,500

Professional fees (Note 5(e))

1,000

8,400

Rent and administrative services (Note 5(d))

23,192

19,500

 

 

 

 

24,192

68,400



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BI-OPTIC VENTURES INC.

Notes to the Condensed Financial Statements

August 31, 2015

(expressed in Canadian dollars)

(unaudited)




4.  Property and Equipment


 

Cost

$

 

Accumulated

Amortization

$

 

August 31,

2015

Net Carrying

Value

$

 

February 28,

2015

Net Carrying

Value

$

Computer equipment

9,238

 

8,353

 

885

 

1,042

Furniture and equipment

6,932

 

6,743

 

189

 

209

 

16,170

 

15,096

 

1,074

 

1,251


5.  Related Party Transactions

(a)

As at August 31, 2015, the amount of $3,750 (February 28, 2015 - $nil) is owed to a company controlled by the President of the Company which is non-interest bearing, unsecured, and due on demand.

(b)

As at August 31, 2015, the amount of $4,200 (February 28, 2015 - $nil) is owed to a company controlled by a former director of the Company which is non-interest bearing, unsecured, and due on demand.

(c)

During the six months ended August 31, 2015, the Company incurred $15,000 (2014 - $15,000) in management fees to a company controlled by the President of the Company. As at August 31, 2015, prepaid expenses include a prepayment of $nil (February 28, 2015 - $10,500).

(d)

During the six months ended August 31, 2015, the Company incurred $15,000 (2014 - $15,000) in rent and administrative services to a company controlled by the President and a director of the Company. As at August 31, 2015, prepaid expenses include a prepayment of $17,400 (February 28, 2015 - $19,500).

(e)

During the six months ended August 31, 2015, the Company incurred $12,000 (2014 - $12,000) in professional fees to a company controlled by a director. As at August 31, 2015, prepaid expenses include a prepayment of $nil (February 28, 2015 – $8,400).

(f)

On April 7, 2014, the Company issued 1,054,700 shares of common stock with a fair value of $79,102 to settle debt of $52,735 owed to a company controlled by the President of the Company. This resulted in a loss on settlement of debt of $26,367 for the six months ended August 31, 2014.

(g)

On April 7, 2014, the Company issued 3,286,200 shares of common stock with a fair value of $246,465 to settle debt of $164,310 owed to a company controlled by the President and a director of the Company. This resulted in a loss on settlement of debt of $82,155 for the six months ended August 31, 2014.

(h)

On April 7, 2014, the Company issued 462,000 shares of common stock with a fair value of $34,650 to settle debt of $23,100 owed to a company controlled by a director of the Company. This resulted in a loss on settlement on debt of $11,550 for the six months ended August 31, 2014.

(i)

On April 7, 2014, the Company issued 2,029,800 shares of common stock with a fair value of $152,236 to settle debt of $101,491 owed to the spouse of the President of the Company. This resulted in a loss on settlement of debt of $50,745 for the six months ended August 31, 2014.

(j)

On April 7, 2014, the Company issued 1,075,200 shares of common stock with a fair value of $80,640 to settle debt of $53,760 owed to the spouse of a director of the Company. This resulted in a loss on settlement of debt of $26,880 for the six months ended August 31, 2014.



7



BI-OPTIC VENTURES INC.

Notes to the Condensed Financial Statements

August 31, 2015

(expressed in Canadian dollars)

(unaudited)




6.  Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

 

Number of

Warrants

Weighted Average Exercise Price

$

 

 

 

Balance, February 28, 2015 and August 31, 2015

10,000,000

0.15

As at August 31, 2015, the following share purchase warrants were outstanding:

Number of warrants outstanding

Exercise

price

$



Expiry date

10,000,000

0.15

December 12, 2015


7.

Subsequent Event


On October 1, 2015, the Company entered into an asset purchase agreement with Growthstar Technologies Inc., Ultimate Energy Savings Canada Inc., and Robert Huston (the "Vendors"). The Vendors operate a business in which they develop and market LED lighting technology, for use by the agricultural industry, retail consumers, wholesale buyers and government agencies. The Company will acquire the accounts receivable, inventory, equipment, and intellectual property from the Vendors by paying $60,000 and issuing 1,500,000 common shares. The Company intends to change its name to Arcturus Growthstar Technologies Inc. upon closing of this acquisition.






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PART II – OTHER INFORMATION


ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

         RESULTS OF OPERATIONS


This Quarterly Report on Form 10-Q contains forward-looking statements, principally in ITEM #2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.  These statements may be identified by the use of words like “plan”, “expect”, “aim”, “believe”, “project”, “anticipate”, “intend”, “estimate”, “will”, “should”, “could” and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends.  In particular, these include statements about the Company’s strategy for growth, property exploration, mineral prices, future performance or results of current or anticipated mineral production, interest rates, foreign exchange rates, and the outcome of contingencies, such as acquisitions and/or legal proceedings.


Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties.  Actual future results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, including, among other things, the factors discussed in this Quarterly Report and factors described in documents that we may furnish from time to time to the Securities and Exchange Commission.  We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.


Results of Operations

The Company has not had any sources of revenue to date and has financed its activities substantially through equity financing.  The Company has incurred net losses each year since inception and, as of 8/31/2015 had an accumulated deficit of $5,803,034.


Operating expenses for the six months ended 8/31/2015 were $138,912 compared to $82,111 for the same period last year.  Consulting/management fees were higher ($62,211 vs. $18,250).  Professional fees were also higher ($40,012 vs. $30,137). “Office/Rent/Telephone” increased ($30,284 vs. $16,580).  Net loss was significantly lower, ($138,912 vs. $279,808) mainly due to the $197,697 loss on the settlement of debts to related parties in the comparable period in 2014.  Loss per share was $0.01 vs $0.01 in the prior year period.


Liquidity and Capital Resources

The Company had working capital of $97,080 at 8/31/15, compared to $235,815 at 2/28/2015. The working capital decreased due to payment of operating expenditures.  Net cash used in operating activities for the six months ended 8/31/15 was $95,569 vs. $32,736 in the prior year period. Net cash used in investing activities for the six months ended 8/31/15 was $nil versus $nil in the prior year period.  Net cash provided by financing activities for the six months ended 8/31/15 was $nil versus $32,736 in the prior year period.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         No Disclosure Necessary


ITEM 4.  CONTROLS AND PROCEDURES


a.  Evaluation of Disclosure Controls and Procedures

As required by Rule 13(a)-15 under the Exchange Act, in connection with this interim report on Form 10-Q, under the direction of the Chief Executive Officer and Chief Financial Officer, the Company has evaluated its disclosure controls and procedures as of August 31, 2015, and concluded the disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described in our annual report on Form 10-K for the year ended February 28, 2015.



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Changes in Internal Control/Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the six months ended August 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


ITEM 4T.  CONTROLS AND PROCEDURES

          Not Applicable



PART II

OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         No Disclosure Necessary


ITEM 1A.  RISK FACTORS

          Not Applicable


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         a.  No Disclosure Necessary

         b.  No Disclosure Necessary

         c.  No Disclosure Necessary


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         No Disclosure Necessary


ITEM 4.  MINE SAFETY DISCLOSURES

         No Disclosure Necessary


ITEM 5.  OTHER INFORMATION

         a.  Reports on Form 8-K:

               No Disclosure Necessary

         b.  Information required by Item 407(C)(3) OF Regulation S-K:

               No Disclosure Necessary


ITEM 6.  EXHIBITS


Exhibit 31.1

Certification required by Rule 13a-14(a) or Rule 15d-14(a), CEO

Certification required by Rule 13a-14(a) or Rule 15d-14(a), CFO


Exhibit 32.1

Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, CEO

Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, CFO



101.INS:     XBRL Instance Document

101.SCH:     XBRL Taxonomy Extension Schema Document

101.CAL:     XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF:     XBRL Taxonomy Extension Definition Linkbase Document

101.LAB:     XBRL Taxonomy Extension Label Linkbase Document

101.PRE:     XBRL Taxonomy Extension Presentation Linkbase Document




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SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Bi-Optic Ventures Inc. -– SEC File No. 000-49685

Registrant


Date: October 15, 2015          /s/ Michael Withrow                            

                                Michael Withrow, CEO/Director







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